Avance Technologies Ltd. (AVANCETECH) - Auditors Report

Company auditors report

TO

THE MEMBERS

AVANCE TECHNOLOGIES LIMITED

Report on the Standalone Financial Statements

1. We have audited the accompanying (standalone) financial statements of AVANCETECHNOLOGIES LIMITED ("the Company") which comprise the Balance Sheet as at31st March 2017 the Statement of Profit and Loss the Cash Flow Statement forthe year then ended and a summary of the significant accounting policies and otherexplanatory information.

Management's Responsibility for the (Standalone) Financial Statements

2. The Company's Board of Directors is responsible for the matters stated in Section134(5) of the Companies Act 2013 ("the Act") with respect to the preparation ofthese standalone financial statements that give a true and fair view of the financialposition financial performance and cash flows of the Company in accordance with theaccounting principles generally accepted in India including the Accounting Standardsspecified under Section 133 of the Act read with Rule 7 of the Companies (Accounts)Rules 2014. This responsibility also includes maintenance of adequate accounting recordsin accordance with the provisions of the Act for safeguarding of the assets of the Companyand for preventing and detecting frauds and other irregularities; selection andapplication of appropriate accounting policies; making judgments and estimates that arereasonable and prudent; and design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the accuracy andcompleteness of the accounting records relevant to the preparation and presentation ofthe financial statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error.

Auditor's Responsibility

3. Our responsibility is to express an opinion on these (standalone) financialstatements based on our audit.

4. We have taken into account the provisions of the Act the accounting and auditingstandards and matters which are required to be included in the audit report under theprovisions of the Act and the Rules made there under.

5. We conducted our audit in accordance with the Standards on Auditing specified underSection 143(10) of the Act. Those Standards require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetherthe financial statements are free from material misstatement.

6. An audit involves performing procedures to obtain audit evidence about the amountsand the disclosures in the financial statements. The procedures selected depend on theauditor's judgment including the assessment of the risks of material misstatement of thefinancial statements whether due to fraud or error. In making those risk assessments; theauditor considers internal financial control relevant to the Company's preparation of thefinancial statements that give a true and fair view in order to design audit proceduresthat are appropriate in the circumstances. An audit also includes evaluating theappropriateness of the accounting policies used and the reasonableness of the accountingestimates made by the Company's Directors as well as evaluating the overall presentationof the financial statements.

7. We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the (standalone) financial statements.

Opinion

8. In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid (standalone) financial statements give the information requiredby the Act in the manner so required and give a true and fair view in conformity with theaccounting principles generally accepted in India of the state of affairs of the Companyas at 31st March 2017 and its profit/loss and its cash flows for the yearended on that date.

Report on Other Legal and Regulatory Requirements

9. As required by the Companies (Auditor's Report) Order 2016 (the Order) issued bythe Central Government in terms of Section 143(11) of the Act we enclose in the"Annexure A" a statement on matters specified in paragraph 3 & 4 of the saidorder.

10. As required by Section 143(3) of the Act we report that:

a) We have sought and obtained all the information and explanations which to the bestof our knowledge and belief were necessary for the purposes of our audit.

b) In our opinion proper books of account as required by law have been kept by theCompany so far as it appears from our examination of those books.

c) The Balance Sheet the Statement of Profit and Loss and the Cash Flow Statementdealt with by this Report are in agreement with the books of account.

e) On the basis of the written representations received from the directors as on 31stMarch 2017 taken on record by the Board of Directors none of the directors isdisqualified as on 31st March 2017 from being appointed as a director in termsof Section 164 (2) of the Act.

f) With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls refer to ourseparate Report in "Annexure B".

g) With respect to the other matters to be included in the Auditor's Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinionand to the best of our information and according to the explanations given to us:

A) The Company has disclosed the impact of pending litigations on its financialposition in its financial statements.

B) The Company did not have any long-term contracts including derivative contracts forwhich there were any material foreseeable losses.

C) There were no amounts which were required to be transferred to the InvestorEducation and Protection Fund by the Company.

D) The Company has provided requisite disclosures in its Standalone Financial Statementas to holdings as well as dealings in Specified Bank Notes during the period from 8November 2016 to 30th December 2016 and these are in accordance with thebooks of accounts maintained by the company.

For Tejas Nadkarni and Associates

Chartered Accountants

(Firm's Registration No. 135197W)

Sd/-

Tejas Nadkarni

(Proprietor)

(Membership No. 122993)

Place: Mumbai

Date: 29/05/2017

"Annexure A" to the Independent Auditors' Report

In terms of the information and explanations sought by us and given by the company andthe books and records examined by us in the normal course of audit and to the best of ourknowledge and belief we state that: -

1. (a) The company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets.

(b) As explained to us all the assets have been physically verified by the managementduring the year but there is a regular programme of verification which in our opinion isreasonable having regard to the size of the company and the nature of its assets. Nomaterial discrepancies were noticed on such verification.

(c) The company does not have any immoveable property. 2. (i) as explained to us theinventory has been physically verified at reasonable intervals during the year by themanagement. In our opinion the frequency of verification is reasonable.

(ii)There is no discrepancy found on verification between the physical stocks and thebook records.

3. As explained to us the company had not granted any loans secured or unsecured toany companies firms Limited Liability Partnerships or other parties covered in theregister maintained under section 189 of the Act. or

4. In our opinion and according to the information and explanations given to us thecompany has complied with the provisions of section 185 and I86 of the Companies Act 2013In respect of loans investments guarantees and security.

5. The Company has not accepted any deposits from the public and hence the directivesissued by the Reserve Bank of India and the provisions of Sections 73 to 76 or any otherrelevant provisions of the Act and the Companies (Acceptance of Deposit) Rules 2015 withregard to the deposits accepted from the public are not applicable.

6. It has been explained to us that the maintenance of cost records has not beenprescribed under section 148(1) of the Act.

7 (a) According to information and explanations given to us and on the basis of ourexamination of the books of account and records the Company has been generally regularin depositing undisputed statutory dues including Provident Fund Employees StateInsurance Income-Tax Sales tax Service Tax Duty of Customs Duty of Excise Valueadded Tax Cess and any other statutory dues with the appropriate authorities. Accordingto the information and explanations given to us no undisputed amounts payable in respectof the above were in arrears as at March 31 2017 for a period of more than six monthsfrom the date on when they become payable.

b) According to the information and explanation given to us there are no dues ofincome tax sales tax service tax duty of customs duty of excise value added taxoutstanding on account of any dispute except as follows:

Sr.No.

AssessmentYear

Demandundersection

Date on which demand is raised

Amount ofOutstandingDemand

Status of Demand

1

2002-03

143 (1)

21/12/2009

183905

Notice of Demand not received by the company.

2

2006-07

143 (1)

11/12/2008

290083

Notice of Demand not received by the company.

3

2007-08

143 (1)

20/12/2009

94112

Notice of Demand not received by the company.

4

2007-08

143 (3) r/w 147

27/03/2015

6156992

Demand is outstanding and appeal against the said demand is filed with CIT (A)-48 Mumbai vide Appeal No. 192/2007-08 dated 29/04/2015 which is still pending.

5

2008-09

143 (1) and 153A

21/03/2016

5969374

Demand is outstanding and appeal against the said demand is filed with CIT (A)-48 Mumbai vide Appeal No. 164381091280416 dated 28/04/2016 which is still pending.

6

2009-10

43 (1) 115 _WE 153A

21/03/2016

5161399

Demand is outstanding and appeal against the said demand is filed with CIT (A)-48 Mumbai vide Appeal No. 164397401280416 dated 28/04/2016 which is still pending.

7

2010-11

143 (1) (a) and 153A

21/03/2016

8499348

Demand is outstanding and appeal against the said demand is filed with CIT (A)-48 Mumbai vide Appeal No. 164422921280416 dated 28/04/2016 which is still pending.

8

2011-12

143 (1) (a) and 153A

21/03/2016

19529323

Demand is outstanding and appeal against the said demand is filed with CIT(A)-48 Mumbai vide Appeal No. 164464731280416 dated 28/04/2016 which is still pending.

9

2012-13

153A

21/03/2016

6920274

Refund of Rs. 232710/- was claimed whereas the department raised a demand to payable which is outstanding and an appeal against the said demand is filed with CIT (A)-48 Mumbai vide Appeal No. 164487931280416 dated 28/04/2016 which is still pending.

10

2013-14

143(3) and 153 A

21/03/2016

128987910

Refund of Rs. 997630/- was claimed whereas the department raised a demand to payable which is outstanding and an Demand is outstanding and appeal against the said demand is filed with CIT (A)-48 Mumbai vide Appeal No. 164492881280416 dated 28/04/2016 which is still pending.

11

2014-15

143(3) and 153 A

21/03/2016

5847950

Refund of Rs. 544370/- was claimed whereas the department raised a demand to payable which is outstanding and an appeal against the said demand is filed with CIT (A)-48 Mumbai vide Appeal No. 164515551280416 dated 28/04/2016 which is still pending.

12

2015-16

CPC

31/01/2016

93550

CPC Order

8. Based on our audit procedures and according to the information and explanationsgiven to us we are of the opinion company had not borrowed from financial institution orbank or issued debentures during the year under audit and there were no loan outstandingat the beginning of the year. Therefore this clause of the CARO is not applicable tocompany.

9. The company has not raised moneys by way of initial public offer or further publicoffer (including debt instrument) and term loans

10. Based upon the audit procedures performed and according to the information andexplanations given to us no fraud by the company or any fraud on the company by itsofficers or employees has been noticed or reported during the course of our audit thatcauses the financial statements to be materially misstated.

11. No Managerial remuneration has been paid or provided during the year under audit.

12. The company is not a Nidhi Company hence this clause is not applicable.

13. Based upon the audit procedures performed and according to the information andexplanations given to us All transactions with related parties are in compliance withsections 177 and 188 of Companies Act 2013 where applicable and the details have beendisclosed in the Financial statements etc. as required by the applicable accountingstandards.

14. The company has not made any preferential allotment or private placement of sharesor fully or partly convertible debentures during the year under review.

15. The company has not entered into any non-cash transactions with directors orpersons connected with him.

16. The company is not required to be registered under section 45-IA of the ReserveBank of India Act 1934.

For Tejas Nadkarni and Associates

Chartered Accountants

(Firm's Registration no. 135197W)

Sd/-

Tejas Nadkarni

(Proprietor)

(Membership No. 122993)

Place: Mumbai

Date: 29/05/2017

Annexure B to Independent Auditor's Report

Referred to in paragraph 10(f) of the Independent's Auditor's Report of even date tothe members of Avance Technologies Limited on the standalone financial statements for theyear ended 31st March 2017.

Report on the Internal Financial Controls under Clause (i) of sub - section 143 of theAct

1. We have audited the internal financial controls over financial reporting ofAvance Technologies Limited ("the Company") as of 31st March 2017 inconjunction with our audit of the standalone financial statements of the Company for theyear ended on that date.

Management's Responsibility for Internal Financial Controls:

2. The Company's management is responsible for establishing and maintaininginternal financial controls based on internal control over financial reporting criteriaestablished by the Company considering the essential components of internal control statedin the Guidance Note on Audit of Internal Financial Controls over Financial Reportingissued by the Institute of Chartered Accountants of India (ICAI). These responsibilitiesinclude the design implementation and maintenance of adequate internal financial controlsthat were operating effectively for ensuring the orderly and efficient conduct of itsbusiness including adherence to company's policies the safeguarding of its assets theprevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information asrequired under the Act.

Auditor's Responsibility

3. Our responsibility is to express an opinion on the Company's internal financialcontrols over financial reporting based on our audit. We conducted our audit in accordancewith the Guidance Note on Audit of Internal Financial Controls over Financial Reporting(the "Guidance Note") and the standards on auditing deemed to be prescribedunder section 143(10) of the Act to the extent applicable to an audit of internalfinancial controls both applicable to an audit of internal financial controls and bothissued by the ICAI. Those standards and Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetheradequate internal financial controls over financial reporting was established andmaintained and if such controls operated effectively in all materials respects.

4. Our audit involves performing procedures to obtain audit evidence about the adequacyof the internal financial controls system over financial reporting and their operatingeffectiveness. Our audit of internal financial controls over financial reporting includedobtaining an understanding of internal financial controls over financial reportingassessing the risk that a material weakness exists and testing and evaluating the designand operating effectiveness of internal control based on the assessed risk. The proceduresselected depend on the auditor's judgement including the assessment of the risks ofmaterial misstatement of the financial statements whether due to fraud or error.

5. We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the Company's internal financial controls systemover financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

6. A company's internal financial control over financial reporting is a processdesigned to provide reasonable assurance regarding the reliability of financial reportingand the preparation of financial statements for external purposes in accordance withgenerally accepted accounting principles. A company's internal financial controls overfinancial reporting includes those policies an procedures that

(1) Pertain to the maintenance of records that in reasonable detail accurately andfairly reflect the transactions and dispositions of the assets of the company;

(2) Provide reasonable assurance that transactions are recorded as necessary to permitpreparation of financial statements in accordance with generally accepted accountingprinciples and that receipts and expenditures of the company are being made only inaccordance with authorizations of management and directors of the company; and

(3) Provide reasonable assurance regarding prevention or timely detection ofunauthorized acquisition use or disposition of the company's assets that could have amaterial effect on the financial statements.

7. Because of the inherent limitations of internal financial controls over financialreporting including the possibility of collusion or improper management override ofcontrols material misstatements due to error or fraud may occur and not be detected.Also projections of any evaluation of the internal financial control over financialreporting may become inadequate because of changes in conditions or that the degree ofcompliance with the policies or procedures may deteriorate.

Opinion

8. In our opinion the Company has in all material respects an adequate internalfinancial controls system over financial reporting and such internal financial controlsover financial reporting were operating effectively as at 31st March 2017based on the internal control over financial reporting criteria established by the Companyconsidering the essential components of internal control stated in the Guidance Note onAudit of Internal Financial Controls over Financial Reporting issued by the Institute ofChartered Accountants of India.